As filed with the Securities and Exchange Commission on November 25, 1997
Registration No. 333-35933
=====================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT #1 TO FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CENTURY INVESTMENTS INTERNATIONAL INC.
---------------------------------
(Exact Name of registrant as specified in its charter)
Delaware 52-20512806719 6719
_______ ________________ __________
(State or other (I.R.S. Employer (Primary Standard
jurisdiction of Identification Number) Industrial
incorporation or Classification Code)
organization)
------------
1201 4th Avenue South, Suite 312
Seattle, Washington 98134
206/224-4433
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices
Bertha Huen, President
Century Investments International, Inc.
1201 4th Avenue South, Suite 312
Seattle, Washington 98134
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of
proposed sale to the public: As soon as practicable after the effective
date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Amount
Title of Each Maximum Proposed of
Class Amount Offering Aggregate Registra-
of Securities to be Price Offering tion
Being Registered Registered Per Unit Price Fee
<S> <C> <C> <C> <C>
Shares of Common
Stock 1,000,000 $1.00 $1,000,000 $303
$.0001 par value
Units to be
Distributed 500,000 $.0001 $50
by Holder
Common Stock
contained
in Units 500,000 NA
Common Stock
Warrants
Contained in
Units 1,000,000 NA
Common Stock
underlying
Warrants 1,000,000 NA
TOTAL $1,000,050 $303
</TABLE>
(1) There is no current market for the shares.
(2) Estimated solely for the purpose of calculating the registration fee
based on Rule 457(f)(2).
(3) Paid by electronic transfer.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement on Form S-1 (the "Registration
Statement") under the Securities Act with respect to the securities offered
hereby. This Prospectus does not contain all the information contained in the
Registration Statement. For further information regarding the Company and
the securities offered hereby, reference is made to the Registration Statement,
including all exhibits and schedules thereto, which may be inspected without
charge at the public reference facilities of the Commission's Washington, D.C.
office, 450 Fifth Street, N.W., Washington, D.C. 20549. Each statement
contained in this Prospectus with respect to a document filed as an exhibit to
the Registration Statement is qualified by reference to the exhibit for its
complete terms and conditions.
The Company will be subject to the informational requirements of the
Securities Exchange Act of 1934 ("Exchange Act") and in accordance
therewith will file reports and other information with the Commission.
Reports, proxy statements and other information filed by the Company can be
inspected and copied on the Commission's home page on the World Wide Web
at http://www.sec.gov or at the public reference facilities of the Commission,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as
the following Regional Offices: 7 World Trade Center, Suite 1300, New York,
N.Y. 10048; and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois. 60661-2511. Such material can also be inspected at the New
York, Boston, Midwest, Pacific and Philadelphia Stock Exchanges. Copies
can be obtained from the Commission by mail at prescribed rates. Request
should be directed to the Commission's Public Reference Section, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
The Company intends to furnish its stockholders with annual reports
containing audited financial statements and such other reports as may be
required by law.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
[Legend for Red Herring Prospectuses]
The information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state.
<PAGE>
PROSPECTUS
CENTURY INVESTMENTS INTERNATIONAL INC.
1,000,000 Shares of Common Stock;
500,000 Units to be Distributed by the Holder Thereof;
500,000 Shares of Common Stock contained in the Units; 1,000,000
Common Stock Warrants Contained in the Units; and
1,000,000 Shares of Common Stock underlying the Warrants
Contained in the Units
This Prospectus is being furnished by Century Investments International
Inc., a development stage Delaware corporation, (the "Company") in
connection with the registration of (i) 1,000,000 shares of Common Stock of
the Company, $.0001 par value per share (the "Company Shares") for sale by
the Company; (ii) 500,000 units (the "Units") held by a certain shareholder of
the Company, each Unit consisting of one share of Common Stock of the
Company (the "Unit Shares") and warrants to purchase two shares of Common
Stock of the Company (the "Warrants"); (iii) 500,000 Units Shares; (iv)
1,000,000 Common Stock Warrants and (iv) 1,000,000 shares of Common
Stock underlying the Warrants contained in the Units (the "Underlying
Shares"). The Company Shares, Unit Shares and Underlying Shares are
collectively referred to hereinafter as the "Shares". SEE "PROSPECTUS
SUMMARY."
The Company is a recently formed Delaware corporation, without
operations or revenues and with limited capital. The Company intends to
build, manage, develop and acquire real property but has not selected any such
property to date and the offering is deemed to be blind pool. SEE "THE
COMPANY."
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" CONTAINED IN THIS PROSPECTUS BEGINNING ON
PAGE 7.
* It is currently anticipated that the initial offering price of the
Company Shares offered hereby will be $1.00 per Company
Share. The offering price of the Company Shares was
determined arbitrarily by the Company and is not necessarily
related to asset or book value, net worth or any other established
criteria of value. The sale of the Company Shares may be
subject to "penny stock" rules that impose additional sales
practice requirements on broker-dealers who sell such securities.
* The proceeds from the sale of the Company's Shares may not be
sufficient to provide the Company with funds to meet down
payment or deposit requirements for the acquisition by the
Company of real property. The Company will be required to
raise additional capital by borrowing or the additional issuance
of equity or debt securities. The Company expects that it will
incur mortgage loans in addition to other forms of financing on
properties in order to acquire properties. There is no limit set
by the Company on the amount of such debt or mortgage
obligations that the Company can enter into.
There is no current public trading market for the Shares. The
proposed operations of the Company are speculative. Given the
nature of the offering, purchasers of the Shares cannot be
assured that the number of shareholders will increase to a
number which will encourage market activity.
Upon effectiveness hereof, the Selling Securityholder intends to
distribute the Units to its shareholders without cost to such shareholders as a
stock dividend distribution. The Selling Securityholder will not receive any
proceeds from the distribution of the Units. Each Warrant contained in the
Units entitles the holder thereof to purchase one share of the Company's
common stock at a price equal to 75% of the average closing inside bid of the
Common Stock on the last business day prior to the exercise thereof for an
exercise period of two years commencing on the date of effectiveness of this
Registration Statement. If at the time of exercise of such Warrants, no trading
market has developed for the Common Stock and no trading prices are therefor
available, then the Warrants may be exercised at a price of $_____ per Share.
The Warrants are callable on thirty days notice by the Company at a
redemption price of $.0001 per Warrant, unless exercised by the holder during
the call period. The Warrants are immediately detachable from the Units and
will trade separately from the Common Stock. SEE "DESCRIPTION OF
SECURITIES."
The Unit Shares are expected to become tradeable on or about the date
of this Prospectus. Any sales of the Unit Shares after distribution thereof, or
even the potential of such sales, may likely have an adverse effect on the
market prices of the Company Shares being offered by the Company. SEE
"PLAN OF DISTRIBUTION." All costs incurred in the registration of the
securities herein are being borne by the Company.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Underwriting Proceeds
Price to Discounts and to Company or
Public Commissions Other Persons
Common Stock $1.00 NA $1.00
Total $1,000,000 NA $1,000,000
The date of this Prospectus is November ____, 1997.
<PAGE>
CERTAIN SECURITIES DESCRIBED HEREIN ARE OFFERED BY
THE SELLING SHAREHOLDERS SUBJECT TO PRIOR SALE,
WITHDRAWAL, CANCELLATION OR MODIFICATION OF THE
OFFERING, WITHOUT NOTICE. IN ADDITION, THE RIGHT IS
RESERVED TO CANCEL ANY CONFIRMATION OF SALE EVEN IF
THE PURCHASE PRICE HAS BEEN PAID, IF IN THE OPINION OF THE
COMPANY OR ANY PARTICIPATING BROKER-DEALER,
COMPLETION OF SUCH SALE WOULD VIOLATE FEDERAL OR
STATE SECURITIES LAWS OR A RULE OR POLICY OF THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
FOLLOWING THE COMPLETION OF THIS OFFERING, CERTAIN
BROKER-DEALERS MAY BE THE PRINCIPAL MARKET MAKERS FOR
THE SECURITIES OFFERED HEREBY. UNDER THESE
CIRCUMSTANCES, THE MARKET BID AND ASKED PRICES FOR THE
SECURITIES MAY BE SIGNIFICANTLY INFLUENCED BY DECISIONS
OF THE MARKET MAKERS TO BUY OR SELL THE SECURITIES FOR
THEIR OWN ACCOUNT. NO ASSURANCE CAN BE GIVEN THAT ANY
MARKET MAKING ACTIVITIES OF THE MARKET MAKERS, IF
COMMENCED, WILL BE CONTINUED.
FOR A PERIOD OF AT LEAST ONE YEAR FOLLOWING
CLOSING OF THIS OFFERING, THE COMPANY WILL BE REQUIRED
BY THE SECURITIES EXCHANGE ACT OF 1934 TO FILE PERIODIC
REPORTS AND OTHER INFORMATION WITH THE SECURITIES AND
EXCHANGE COMMISSION. SUCH MATERIAL MAY BE INSPECTED
AT THE COMMISSION'S PRINCIPAL OFFICES AT JUDICIARY PLAZA,
450 FIFTH STREET, N.W. WASHINGTON, D.C. 20459 AND COPIES
MAY BE OBTAINED ON PAYMENT OF CERTAIN FEES PRESCRIBED
BY THE COMMISSION. THE COMPANY WILL FURNISH TO
HOLDERS OF ITS COMMON STOCK ANNUAL REPORTS CONTAINING
AUDITED FINANCIAL STATEMENTS EXAMINED AND REPORTED
UPON, AND WITH AN OPINION EXPRESSED BY AN INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANT. THE COMPANY MAY ISSUE
OTHER UNAUDITED INTERIM REPORTS TO ITS SHAREHOLDERS AS
IT DEEMS APPROPRIATE.
<PAGE>
PROSPECTUS SUMMARY
The following is a summary of certain information contained elsewhere
in this Prospectus. Reference is made to, and this summary is qualified by,
the more detailed information set forth in this Prospectus, which should be
read in its entirety.
The Company Century Investments International Inc. is a
development stage corporation incorporated in
Delaware on August 8, 1997.
The Offering The offering is a blind pool offering for the
acquisition and development of income producing
properties in the Far East including China, South
Korea, and elsewhere, including the United
States. SEE "BUSINESS--Plan of Operation."
The Company intends to sell the developed
properties or to manage such properties as it
determines. The Company intends to raise capital
for its acquisitions through debt obligations such
as mortgages, debentures, private placements
and/or investor's equity and future stock
offerings.
Transfer Agent The Company will initially act as transfer agent
for the Shares. SEE "DESCRIPTION OF
SECURITIES -- Transfer Agent and Registrar."
Selling Securityholder
Securities 500,000 Units, each Unit consisting of one share
of Common Stock and Warrants to purchase two
shares of Common Stock, to be distributed by
Thornbury Capital Corporation, the Selling
Securityholder, to its shareholders as a stock
dividend distribution without cost to such
shareholders. SEE "SELLING
SECURITYHOLDER." The Unit Shares
constitute an aggregate of 5.9% of the issued and
outstanding Common Stock of the Company as of
the date hereof.
Trading Market The Company intends to apply for admission to
quotation of the Shares on the OTC Bulletin
Board but there can be no assurance that it
will be accepted for such quotation. There can
be no assurance that the Shares will be so
listed. SEE "RISK FACTORS--Absence of Trading
Markets" and "DESCRIPTION OF SECURITIES--
Admission to Quotation on Nasdaq SmallCap
Market".
Selected Financial Data
The following table sets forth selected financial information
concerning the Company as of August 31, 1997:
Balance Sheet Data:
Current assets $ 1,000
Total assets $ 1,000
Stockholders' equity (deficit) $ 1,000
The selected financial data above is a summary only and has been
derived from and is qualified in its entirety by reference to the Company's
financial statements and the report related thereto of John MacLean, Certified
Public Accountant, included elsewhere in this Prospectus. SEE "EXPERTS"
and "FINANCIAL STATEMENTS."
THE COMPANY
The Company, a development stage company, was incorporated in the
State of Delaware on August 8, 1997. The Company has had no operations to
date and has received no revenues. The Company was organized to engage in
the acquisition, construction, operation and sale of commercial and industrial
properties including property to be developed, property under development or
construction, property newly developed or constructed or property with
operating histories (the "Properties" or "Property"). The Company will
concentrate on Properties located in the Far East including China, Hong Kong,
and South Korea as well countries located elsewhere, including the United
States. Decisions as to what type and which business opportunities to
participate in will be made by management of the Company ("Management"),
which may, in most cases pursuant to the Company's by-laws and Articles of
Incorporation and the Delaware General Corporation Law, act without the
consent, vote or approval of the Company's shareholders. The Company does
not own and Management has not selected or specified any properties as of the
date hereof and the offering herein is considered a "blind pool".
EMPLOYEES
The Company presently has two officers and no other employees. The
Company does not expect to hire any employees before acquisition of
Properties.
OFFICES
The United States offices of the Company are located at 1201 4th
Avenue South, Suite 312, Seattle, Washington 98134. Its telephone number is
206/224-4433 and its fax number is 206/682-3272.
<PAGE>
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE IN NATURE
AND INVOLVE A HIGH DEGREE OF RISK. THE SECURITIES
OFFERED HEREBY SHOULD BE PURCHASED ONLY BY PERSONS
WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.
THEREFORE, EACH PROSPECTIVE INVESTOR SHOULD, PRIOR TO
PURCHASE, CONSIDER VERY CAREFULLY THE FOLLOWING RISK
FACTORS, AS WELL AS ALL OF THE OTHER INFORMATION SET
FORTH ELSEWHERE IN THIS PROSPECTUS AND THE INFORMATION
CONTAINED IN THE FINANCIAL STATEMENTS, INCLUDING ALL
NOTES THERETO.
RISK FACTORS CONCERNING THE COMPANY'S BUSINESS
LACK OF AN OPERATING HISTORY
The Company, organized on August 8, 1997, is a development stage
company, and has not begun operations as of the date of this Prospectus. The
Company has no operating history and, accordingly, there is a limited basis,
including only such as items as general market demand and experience of
management but no performance or economic history, upon which to evaluate
the Company's prospects for achieving its intended business objectives. To
date, the Company's efforts have been limited to organizational activities and
the preparation of the Registration Statement of which this Prospectus is a
part. The Company has limited resources and has had no revenues to date.
The Company's proposed operations are subject to all of the risks
inherent in the establishment of a new business enterprise, including the
absence of an operating history. The likelihood of the success of the Company
must be considered in light of the problems, expenses, difficulties,
complications and delays frequently encountered in connection with a new
business and the competitive environment in which the Company will operate.
No assurance can be given that the operations of the Company will result in
any revenues or that the Company will be profitable. SEE "BUSINESS."
NO INVESTOR VOTE ON SELECTION OF PROPERTIES FOR
DEVELOPMENT
Shareholders of the Company will not have an opportunity to evaluate
the specific merits or risks of any prospective real estate investment of the
Company. As a result, investors will be dependent on the judgment of
Management in connection with the selection of the properties to be acquired
or developed. There can be no assurance that determinations ultimately made
by Management will permit the Company to achieve its business objectives.
The number of Properties that the Company can acquire and the diversification
of such properties may be dependent on the amount of proceeds raised herein
and by other means and will be reduced if less than the full amount of the
offering is raised. Lack of diversification of the Properties will have the
effect of increasing the risks associated with an investment in the Shares.
SUCCESS OF OPERATIONS DEPENDENT UPON MANAGEMENT'S
DECISIONS AND MANAGEMENT HAS LIMITED PRIOR REAL ESTATE
EXPERIENCE
The ability of the Company to successfully effect its business
objectives and to acquire and develop real estate properties will be largely
dependent upon the efforts of its Management including Ms. Bertha Huen and
Mr. Alan Kwong. The Company's Management has limited experience in
owning, constructing, developing or managing properties, including such
commercial or industrial properties as contemplated for acquisition by the
Company. All decisions with respect to the management of the Company and
selection of real estate investments will be made exclusively by Management.
Although the Company plans to hire consultants, and professional operating
services, there can be no assurance that these outside services will enable the
Company to exercise the professional level of management appropriate to its
proposed operations.
Shareholders will not have the opportunity to evaluate the properties
that the Company will acquire and must rely on the ability of Management
with respect to the acquisition of properties. The Company has not entered
into employment agreements or other understandings with any key executives
or obtained any "key man" life insurance on their lives. The loss of the
services of such key executives could have a material adverse effect on the
Company's ability to successfully achieve its business objectives. SEE
"BUSINESS" and "MANAGEMENT."
CONFLICTS WITH THE COMPANY'S BUSINESS BY OFFICERS OR
DIRECTORS ENGAGED IN OTHER BUSINESS ACTIVITIES
Officers and/or directors of the Company and other persons that may be
associated with the Company may be engaged in business activities with
objectives similar to the Company or involved in real estate projects. In such
event, such executives may have a conflict of interest in selecting the real
estate investment for the Company. In addition, key executives may be
involved in other business activities which may cause conflicts of interest in
allocating time between the Company and such other activities. It is possible
that business opportunities suitable for the other business interests of
Management may pose a conflict of interest in determining whether these
opportunities are also suitable for the Company.
Mr. Kwong is president of a company involved in real estate
development in the Far East. This company primarily acts as a finder for real
estate transactions. Mr. Kwong may act as a finder for a project or projects
suitable for development by the Company or other business entities which
entities may present more favorable terms for acting as a finder. The
Company is unaware of any such conflicts at present and has no information to
indicate that such conflicts are likely to arise in the near future. In
general, officers and directors of a corporation incorporated under the laws of
the State of Delaware are required to present certain business opportunities
to such corporation. Accordingly, as a result of multiple business
affiliations, certain of the Company's directors and its executive officers may
have similar legal obligations to present certain business opportunities to
other entities. In addition, the Company may enter into one or more joint
ventures with third parties or with entities associated with officers or
directors of the Company. These joint ventures may be in conflict with the
Company in obtaining the rights to acquire or develop certain project
opportunities, or in the use of available funds or other resources for such
development. There can be no assurance that any of the foregoing conflicts, if
such conflicts arise, will be resolved in favor of the Company.
PRESENT STOCKHOLDERS WILL CONTROL SHAREHOLDER VOTE
Following the offering (assuming no exercise of the Warrants),
Management will own approximately 84% of the issued and outstanding
Common Stock. Accordingly, Management will be in a position to elect all of
the Company's directors, approve amendments to its Certificate of
Incorporation, and otherwise direct the affairs of the Company. SEE
DESCRIPTION OF SECURITIES".
COMPANY MAY NEED ADDITIONAL FINANCING TO COMMENCE OR
CONTINUE OPERATIONS
The number of Properties and diversification thereof is directly
related to the amount of capital raised by the offering, the ability of the
Company to obtain funds from other sources, and the initial capital required
for particular transactions. The amount of proceeds offered herein may not be
sufficient to meet make a deposit or down payment for a selected real estate
transaction and the Company may seek additional sources of capital, including
an additional offering of its securities or the issuance of debt. There can
be no assurance that financing will be available, from any source, or that it
will be available on acceptable terms to the Company, or that any future
offering of securities will be successful. The Company could suffer adverse
consequences if it is unable to obtain additional capital when needed to make
a deposit or down payment to acquire real property. SEE "BUSINESS."
COMPETITION FROM LARGER ENTITIES FOR FUNDING AND
ACQUISITION OF PROPERTIES
The Company will be a relatively small participant in the commercial
real estate industry and it will face competition from well financed entities
already established and actively engaged in related or identical projects to
those in which the Company plans to participate. Many of such entities have
significantly greater financial resources, technical expertise and managerial
capabilities than the Company and, consequently, the Company may be at a
competitive disadvantage. Such companies may not need to obtain financing
for targeted transactions and such targets may choose to negotiate with the
entities that do not need debt financing. SEE "DESCRIPTION OF BUSINESS
- - Competition."
COMPANY MAY ISSUE SHARES FOR ACQUISITION OF PROPERTIES;
ISSUANCE OF FUTURE SHARES MAY DILUTE VALUE OF
SHAREHOLDERS' STOCK
The Certificate of Incorporation of the Company authorizes the issuance
of a maximum of 100,000,000 shares of Common Stock, $.0001 par value and
20,000,000 shares of non-designated preferred stock. As of the date hereof
there are 8,474,000 shares of Common Stock outstanding and no shares of
preferred stock outstanding. The Company may issue substantial additional
securities, including its common or preferred stock, for the acquisition of
Property. Such, or other, future issuance of all or part of the remaining
authorized Common Stock may result in substantial dilution in the percentage
of the Company's Common Stock held by the Company's then existing
shareholders. Moreover, any Common Stock issued in the future may be
valued on an arbitrary basis by the Company. The issuance of the Company's
shares for future acquisitions may have the effect of diluting the value of
shares held by investors, and might have an adverse effect on any trading
market, should a trading market develop for the Company's shares. SEE
"BUSINESS - Acquisition of Properties."
VALUE OF COMPANY SHARES PURCHASED IMMEDIATELY
REDUCED AFTER PURCHASE
Upon the sale of the Company Shares offered hereby the investors
thereof will own 1,000,000 shares of Common Stock for an aggregate
purchase price of $1,000,000 whereas the present shareholders have invested
$847.40 for an aggregate of 8,474,000 shares of Common Stock. Investors in
the securities offered hereby will suffer immediate and substantial dilution in
the value of their shares. SEE "DILUTION".
POSSIBILITY OF ISSUANCE OF PREFERRED STOCK COULD DEPRESS
MARKET PRICE
The Company has 20,000,000 shares of non-designated preferred stock
which it may issue from time to time by action of the Board of Directors. The
Board may designate such stock as to voting and other preferences which
designations may give the holders of the preferred stock voting control and
other preferred rights such as to liquidation and dividends. The authority of
the Board to issue such stock without shareholder consent may have a
depressive effect on the market price of the Company's Common Stock even
prior to any such designation or issuance of the preferred stock.
POTENTIAL ANTI-TAKEOVER EFFECT OF ISSUANCE OF PREFERRED
STOCK
The Board of Directors has the authority, without further approval of
the Company's stockholders, to issue preferred stock, having such rights,
preferences and privileges as the Board of Directors may determine. Any such
issuance of shares of preferred stock, under certain circumstances, could have
the effect of delaying or preventing a change in control of the Company or
other take-over attempt and could adversely affect the rights of holders of
shares of Common Stock. In addition, the Company is subject to provisions of
the General Corporation Law of the State of Delaware respecting business
combinations which could, under certain circumstances, hinder or delay a
change in control.
COMPANY DOES NOT ANTICIPATE PAYING DIVIDENDS
Should the proposed operations of the Company be profitable, it is
likely that the Company would retain much or all of its earnings in order to
finance future growth and expansion. The Company has not and does not
presently intend to pay dividends and dividends are unlikely to be paid in the
foreseeable future.
FACTORS BEYOND THE COMPANY'S CONTROL
The Company anticipates that certain of the Properties that it may
develop may include hotels, resorts or entertainment centers. If the Company
does develop such types of Properties, numerous conditions beyond the
Company's control may substantially affect the success of such projects. Such
conditions include, but are not limited to, fluctuations in competitive rental
rates, weather conditions, travel and touring preferences, political unrest, as
well as competition from other tourist oriented businesses. The Company's
projects will also be affected by other factors outside its control including
the costs and availability of local labor and supplies, transportation of
supplies and equipment, and weather conditions inhibiting development or
delivery of supplies.
RISK FACTORS CONCERNING THE OFFERING
ABSENCE OF TRADING MARKET
There is currently no established public trading market for the
Shares. The Company intends to apply for admission to quotation of the Shares
on the OTC Bulletin Board although there can be no assurance that it will be
able to meet the requirements for such quotation. At some time in the future
if it becomes so qualified, the Company intends to apply for admission to
quotation on the Nasdaq SmallCap Market. SEE "DESCRIPTION OF SECURITIES".
The Company has no business operations, investments or revenues, and there
can be no assurance that such a listing can be obtained or will be obtained
once operations and revenues have begun. There can be no assurance that a
regular trading market for the Common stock will develop or that, if
developed, it will be sustained. Various factors, such as the Company's
operating results, services by competitors, ability to acquire and develop
properties, changes in laws, rules or regulations may have a significant impact
on the market price of the securities. Further, the market price for the
securities of public companies often experience wide fluctuations which are not
necessarily related to the operating performance of such public companies.
MANAGEMENT HAS DISCRETION IN APPLICATION OF PROCEEDS
Management of the Company has considerable discretion over the use
and expenditure of the proceeds of this offering. The Company intends to use
the funds raised in this offering and additional capital (if such can be
obtained, of which there is no assurance) for purchase of real property,
including making deposits and down payments on projects, and for administrative
expenses. SEE "USE OF PROCEEDS". Although the Company does not contemplate
changes in the allocated use of proceeds, to the extent the Company finds
changes are necessary or appropriate in order to address changed
circumstances and/or opportunities, Management may find it necessary to
adjust the use of the Company's capital, including the proceeds of this
offering. As a result of the foregoing, the success of the Company may be
substantially dependent upon the discretion and judgment of the management of
the Company with respect to the application and allocation of the net proceeds
hereof.
LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS
AND DIRECTORS
The Certificate of Incorporation and By-Laws of the Company provide
that the Company shall indemnify its officers and directors against losses
sustained or liabilities incurred which arise from any transaction in such
officer's or director's respective managerial capacity unless such officer or
director violates a duty of loyalty, did not act in good faith, engaged in
intentional misconduct or knowingly violated the law, approved an improper
dividend, or derived an improper benefit from the transaction. The
Company's Certificate of Incorporation and By-Laws also provide for the
indemnification by it of its officers and directors against any losses or
liabilities incurred as a result of the manner in which such officers and
directors operate the Company's business or conduct its internal affairs,
provided that in connection with these activities they act in good faith and in
a manner which they reasonably believe to be in, or not opposed to, the best
interests of the Company, and their conduct does not constitute gross
negligence, misconduct or breach of fiduciary obligations. SEE
"MANAGEMENT--Indemnification of Officers, Directors, Employees and
Agents".
COMPANY'S STOCK SUBJECT TO PENNY STOCK REGULATION
Penny stocks generally are equity securities with a price of less than
$5.00 per share other than securities registered on certain national securities
exchanges or quoted on the Nasdaq Stock Market, provided that current price
and volume information with respect to transactions in such securities is
provided by the exchange or system. The offering price of the Company
Shares is less than $5.00 and the market price of the Shares, if such a market
occurs and is sustained, may continue at a price less than $5.00. Thus the
Company's Shares are subject to the "penny stock" rules that impose additional
sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors (generally
those with assets in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 together with their spouse).
For transactions covered by these rules, the broker-dealer must make a
special suitability determination for the purchase of such securities and have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the transaction, of a risk
disclosure schedule prescribed by the Commission relating to the penny stock
market. Such document must disclose the risks of investing in the penny stock
market including (i) a description of the nature and risk involved in the penny
stock market; (ii) a description of the duties of the broker-dealer to the
customer and the rights and remedies available; (iii) an explanation of the
name of "bid" and "ask" prices in the penny stock market; (iv) a description of
all significant terms used in the risk disclosure document; and (v) a toll free
number to provide information on disciplinary histories. The broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative and current quotations for the securities. Finally,
monthly statements must be sent disclosing recent price information on the
limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell the Company's securities.
SHARES AVAILABLE FOR RESALE WITHOUT ADDITIONAL CAPITAL
PURSUANT TO RULE 144
All the issued and outstanding shares of the Company, to the extent not
sold or transferred pursuant to this offering, are "restricted securities" as
such term is defined in Rule 144 ("Rule 144") promulgated under the Securities
Act of 1933 (the "1933 Act"). In general, under Rule 144, if adequate public
information is available with respect to a company, a person who has satisfied
a one year holding period as to his restricted securities or an affiliate who
holds unrestricted securities may sell, within any three month period, a number
of that company's shares that does not exceed the greater of one percent of the
then outstanding shares of the class of securities being sold or the average
weekly trading volume during the four calendar weeks prior to such sale.
Sales of restricted securities by a person who is not an affiliate of the
company (as defined in the 1933 Act) and who has satisfied a two year holding
period may be made without any volume limitation. The outstanding restricted
securities of the Company may become eligible for sale in the public market
pursuant to Rule 144 without additional capital contribution to the Company.
Possible or actual sales of the Company's outstanding Common Stock by all or
some of the present stockholders may have an adverse effect on the market
price of the Company's Shares should a public trading market develop.
RISK FACTORS REGARDING REAL ESTATE
REAL PROPERTY OWNERSHIP SUBJECT TO UNEXPECTED CHANGES
The Company will be subject to the risks generally incident to the
ownership of real estate, including changes in general economic or local
conditions, changes in supply of or demand for similar or competing properties
in an area, changes in interest rates and availability of permanent mortgage
funds which may render the sale of a property difficult or unattractive, and
changes in tax, real estate, environmental and zoning laws. Periods of high
interest rates and tight money supply may make the sale of properties more
difficult.
RISKS REGARDING DEVELOPMENT AND CONSTRUCTION OF
UNIMPROVED PROPERTIES
The Company may invest some or all of the net proceeds available for
investment in the acquisition and development of properties upon which it will
develop and construct improvements. The Company may be subject to risks
relating to the builder's ability to control construction costs or to build in
conformity with plans, specifications and timetables and the ability of the
builder or the Company to timely obtain the necessary building permits.
Performance may also be affected or delayed by conditions beyond the
builder's control. Additional risks may be incurred where the Company makes
periodic progress payments or other advances to such builders prior to
completion of construction. Factors such as those discussed above can result
in increased costs of a project and a corresponding depletion of the Company's
working capital reserves or loss of its investment. Furthermore, the price to
be paid for a property upon which improvements are to be constructed or
completed, which price is normally agreed upon at the time of acquisition, of
necessity must be based upon projections of rental income and expenses or fair
market value of the property upon completion of construction which are not
certain until after a number of months of actual operation.
CERTAIN ENVIRONMENTAL MATTERS MAY HINDER
DEVELOPMENT
The Company may invest in properties located in the United States or
in other countries which have environmental laws impacting on real property,
its development and its usage. Under various United States federal, state and
local environmental laws, ordinances and regulations, a current or previous
owner or operator of real property may be liable for the cost of removal or
remediation of hazardous or toxic substances on, under or in such property.
Such laws often impose liability whether or not the owner or operator knew of,
or was responsible for, the presence of such hazardous or toxic substances.
Environmental laws also may impose restrictions on the manner in which
property may be used or businesses may be operated, and these restrictions
may require expenditures. Environmental laws provide for sanctions in the
event of noncompliance and may be enforced by governmental agencies or, in
certain circumstances, by private parties. In connection with the acquisition
and ownership of the Company's properties, the Company may be potentially
liable for such costs.
INVESTMENT IN FAR EAST MAY HAVE UNPREDICTABLE RISKS
Investments by the Company will be subject to the risks incident to the
ownership and operation of commercial real estate in the Far East, including
China and Hong Kong. These include the risks of political unrest and war,
which risks are dynamic and difficult to quantify. Investments by the
Company also will be subject to risks normally associated with changes in
general national economic conditions or local market conditions, competition
for patronage, changes in market rental rates, and the need to periodically
renovate and repair to maintain desirability, and to pay the costs thereof.
Although many of the governments of the countries of the Far East have
liberalized policies on international trade, investment, and currency
repatriation, increasing both international trade and investment accordingly,
such policies might change unexpectedly. The properties in which the
Company intends to invest will be affected by the rules and regulations
regarding foreign ownership of real estate and such rules may change quickly
and dramatically which may have an adverse impact on such ownership. Hong
Kong is in a period of transition from control over it by Great Britain to
control by China. It is uncertain what changes may result from such transition
in regard to business, foreign property ownership, restrictions on development,
taxes or other factors.
COMPANY IS ABLE TO INCUR UNLIMITED DEBT
There are no legal limitations as to the amount of debt the Company
may incur in regard to the acquisition of Property or otherwise. The
Company's ability to service the debt that it may incur in connection with such
acquisition and development of Properties will be dependent on the Company's
future performance, which will be affected by the success of such income
properties, prevailing economic conditions, and financial, business and other
factors, certain of which are beyond the Company's control. Accordingly, no
assurance can be given that the Company will maintain a level of operating
cash flow that will permit it to service any future obligation and to satisfy
financial covenants that may be contained in the credit instruments used for the
acquisition of real properties. If the Company is unable to generate sufficient
cash flow or is unable to refinance or extend such future outstanding
indebtedness, it will have to adopt one or more alternatives, such as reducing
or delaying planned expansion and capital expenditures, selling assets,
restructuring debt or obtaining additional equity capital. There is no
assurance that, if required, any of these strategies could be implemented on
satisfactory terms. If the Company were unable to meet debt service
requirements, the income properties could be transferred to any such mortgagee
with a consequent loss of income and asset value to the Company. SEE
"BUSINESS".
DELAYS AND OBSTACLES IN DEVELOPMENT OF PROPERTY
The real estate development business involves significant risks in
addition to those involved in the ownership and operation of Properties,
including the risks that financing may not be available on favorable terms for
development projects, that construction may not be completed on schedule
(resulting in increased debt service expense and construction costs), that long-
term financing may not be available on completion of construction, and that
the Company will experience decreased revenue.
BUSINESS
GENERAL
The Company has been organized to engage in the acquisition,
construction, operation and sale of commercial and industrial properties
including those which are to be developed, under development or construction,
are newly constructed or have been constructed and have operating histories.
The Company will concentrate on properties located in China, Hong Kong,
South Korea and other countries in the Far East and elsewhere as well as the
United States. Decisions as to what type and which business opportunities to
participate in will be made by management of the Company.
Since inception, the principal activity of the Company has been
directed to organizational efforts. As of the date hereof, the Company has not
entered into any other business activity. Company start-up costs have been
provided by financing from the president of the Company, as disclosed in the
financial statements herewith. No other initial financing has been obtained.
PLAN OF OPERATION
The Company was organized to engage in the acquisition, construction
and/or operation of real property, and any and all business activities
incidental thereto. Initially, the Company expects to seek out Properties in
the Far East, including Hong Kong and China. As of the date hereof, the
Company has not acquired or entered into any definitive contracts to acquire
any Properties. The Company expects to consider other areas in the Far East and
elsewhere, including the United States, for development at such time as, in
the opinion of Management, there are opportunities for the Company's
involvement. The Company intends to seek out Properties that, in the opinion
of Management, warrant the Company's involvement. The Company recognizes
that, as a result of its limited financial, managerial and other resources,
the number of available, suitable Properties from which to choose may be
limited.
The Company anticipates that it will have to raise funds in the next six
months in order to acquire Properties. In general, Management intends to
finance Properties through debt obligations such as mortgages at competitive
market rates, debentures, and/or investors' equity. Management has contacted
various sources through which financing may be arranged, and has met with
and will continue to meet with potential private investors or lenders. The
Company has not set a time frame within which its financing goals must be
met, other than seeking to make the arrangements for financing at the earliest
possible time. If such financing is arranged, repayment of debt and debenture
obligations will be made from earnings from operations of the Properties
and/or equity interest in the Company.
The Company will minimize its cash requirements during the first
twelve months of operation by deferring salaries to its officers until and if
acquisition of one or more Properties is accomplished. Incidental expenses of
operation prior to acquisition of Properties will be provided by loans to the
Company or purchases of stock from the Company by one or more of its
current shareholders. There is no binding agreement pursuant to which the
current shareholders must continue to make such loans or purchase stock.
The Company's principal business objective is to seek long-term growth
potential in the Properties in which it participates including developing the
Properties as part of such long-term growth and for on-going income
production, such as hotels or entertainment centers. There can be no
assurance that any of Management's objectives or intentions will be met.
The Company has not adopted a policy with respect to the amount or
percentage of assets to be invested in any specific Property. Management of
the Company will make the determination as to the amount of assets to be
utilized for any specific Property at the time that such opportunity to acquire
such Property is presented.
PROPERTIES
The Company will seek to acquire and operate commercial and
industrial properties, including without limitation, office buildings, shopping
and office centers, hotels and entertainment centers, business and industrial
parks and commercial and industrial properties, including properties which are
under construction or development, are newly constructed, or have been
constructed and have operating histories. All such properties may be acquired,
developed and operated by the Company alone or jointly with another party.
The Company may enter into one or more joint ventures with unrelated third
parties or with entities affiliated with the officers or directors of the
Company or one or more shareholders. As of the date of this Prospectus, the
Company has neither purchased nor contracted to purchase any properties.
EVALUATION OF BUSINESS OPPORTUNITIES
The analysis of Properties will be undertaken by or under the
supervision of Management of the Company. The Company intends to actively
seek out Properties by various methods, including knowledge of its officers,
directors and advisors, and business brokers, financial advisors and others.
The Company may engage the services of professional firms that specialize in
commercial real estate acquisitions and reorganizations. In certain
circumstances, the Company may, in connection with an acquisition, agree to
pay a finder's fee or other compensation to an investment banking firm or
other person (who may or may not be affiliated with the Company) who
submits to the Company a Property in which the Company participates. The
Company has not yet entered into any contracts with any person incident to
locating an Property. SEE "MANAGEMENT - Payment of Fees to Officers,
Directors, Advisors and Affiliates."
In analyzing prospective Properties, Management will, possibly with the
help of consultants, consider such matters as the technical, financial and
managerial resources available to develop the Property and to continue its
operations once on-line; working capital and other financial requirements;
history of operation, if any; prospects for the future; nature of present and
expected competition; the quality and experience of management services
which may be available and the depth of that management; the need for further
research regarding such potential development; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition or acceptance of the intended use of the
Property, such as an entertainment center; name identification particularly for
potential commercial development such as a hotel or shopping center; and
other relevant factors. These factors are merely illustrative of the types of
factors that Management may consider in evaluating a potential acquisition.
Wherever possible, Management of the Company will meet with management
and other key personnel of the Properties as part of their investigation.
Although these and other factors may be considered, to a large extent a
decision to participate in a specific Property will be difficult, if not
impossible, to analyze through the application of objective criteria. In many
instances, the performance history of a specific potential Property may not
necessarily be indicative of its potential for future profitability because of
various changing requirements of the marketplace and the ability of management
to shift marketing approaches, expand and develop the property, change
emphasis, and substitute new operating management.
Any Properties in which the Company participates will present certain
risks. Many of these risks cannot be adequately identified prior to
selection of the specific Property and purchasers in this offering must,
therefore, depend on the ability of Management to identify and evaluate such
risks.
The Company may acquire one or more Properties that may be in the
developmental stage, that may be in operation, or that may be in any other
stage of development, including without significant revenues. There is a risk,
even after the Company's participation in the Property and the related
expenditure of the Company's limited funds, that a Property will still be unable
to become a going concern or advance beyond the developmental stage and the
Company may be required to contribute significant funds to maintain
operations or finalize completion of a Property. The Properties may involve
market strategies new in certain geographic locations, such as video arcades or
fast food outlets, which may not succeed. Such risks will be assumed by the
Company and, therefore, its shareholders.
ACQUISITION OF PROPERTIES
In acquiring a Property, it is possible that part of the consideration
given by the Company will consist of the Company's Common Stock, although
the Company may also use cash and/or debt. If the Company were to issue
substantial additional securities for acquisitions, such issuance may dilute the
value of shares held by investors, and might have an adverse effect on any
trading market that may develop in the Company's securities in the future. If,
in the acquisition of any given Property, the Company were to incur
indebtedness that substantially changed the capital structure of the Company,
the Company's shareholders would most likely be exposed to a greater risk of
loss of their investment in the Company.
Securities issued in any such transaction are likely to rely on
exemptions from registration under applicable federal and state securities
laws. In some circumstances, however, as a negotiated element of such a
transaction, the Company may agree to register the securities either at the
time the transaction is consummated or at specified times thereafter. The
issuance of substantial additional securities and their potential sale into
any trading market which may develop in the Common Stock may have a depressive
effect on such market.
As part of the Company's investigation of potential Property,
Management of the Company would expect to meet with management and
developers of a Property, visit and inspect the Property, review plans, plats
and permits, obtain independent analysis or verification of certain information,
check references of such management and key personnel, and take other
reasonable investigative measures to the extent of the Company's limited
financial resources and Management expertise.
Without additional financing (of which there is no assurance), the
Company will not have sufficient funds to undertake any acquisition,
construction, development, or marketing of any Property that may be acquired.
Accordingly, in order to acquire and develop a Property, the Company may be
required to either seek additional debt or equity financing or obtain funding
from third parties. As a result, the Company may give up a portion of its
interest in any acquired Property. There is no assurance that the Company
will be able to obtain additional financing or to interest third parties in
providing funding for the further construction, development, or marketing as to
any Property acquired. The Company anticipates that it will originate debt in
the form of mortgage loans or promissory notes in order to obtain financing
for the acquisition and development of the Property. The Company has no
restrictions in place regarding the type of mortgage loans that can be incurred
nor the amount of such loans. Management may determine in its sole
discretion the percentage of assets to be invested and the amount and type of
debt to be incurred. The Company has determined no policy regarding its
portfolio turnover rate nor has the Company placed limits upon the amount of
debt that can be incurred or assumed. Management will utilize the
depreciation method recommended by the accountants for any particular
Property.
MANAGEMENT OF PROPERTY
The Company's operations following its acquisition of a Property will
be dependent on the nature of the Property. Management may develop and
manage a property itself or may engage third-party developers or managers.
The Company may enter into agreements with such third-parties to develop or
manage the Property for a portion of the interest in the Property or by
payment of a salary. Certain Property owned by the Company may be located
overseas in which case Management intends to utilize local companies or
persons to manage a Property. It may be expected that the nature of particular
Properties will present various risks to investors, certain of which have been
generally summarized in this Prospectus.
BUSINESS ENVIRONMENT FOR PROPOSED PROPERTY
Over the last several years, the Far East, including Hong Kong and
China, has enjoyed an increasingly vigorous economy. Foreign investment in
Far East has grown considerably in the last 10 years. China has allowed the
establishment of foreign private enterprise and has encouraged development of
China as a manufacturing and business center. However, China remains a
communist country with tight governmental controls. There can be no
assurance of the government's continued encouragement or permission of
private investment in China. Nor can there be any assurance as to continued
ownership of real property by foreign entities in China. As of June, 1997,
Hong Kong was no longer under the control of Great Britain and became part
of China. The Hong Kong government has been replaced with representatives
of the government of China. Although representations have been made that
business in Hong Kong will continue unchanged, it remains unclear what effect
the transfer to China with have on the business community and environment in
Hong Kong.
COMPETITION
The Company is and may continue to be a relatively small participant
among the firms that engage in the acquisition and development of Properties.
There are many established companies that have substantially greater financial
and personnel resources and technical expertise than the Company. In view of
the Company's limited financial resources and limited Management experience,
the Company may be at a competitive disadvantage compared to the
Company's competitors. On the other hand, Management believes that the
close familiarity of certain of its officers and directors with business and
economic conditions in Hong Kong and other areas in the Far East and
elsewhere, and knowledge of the Chinese language, as well as the familiarity
of certain of its officers and directors with the United States, the English
language and, generally, the American and international business communities,
will be useful in meeting such competition.
USE OF PROCEEDS
The proceeds to the Company offered hereby will be $1,000,000 if the
total number of offered Shares is sold.
The Company intends to use approximately 85% of the proceeds for the
acquisition of Property and the remaining 15% of the proceeds for
administrative expenses, including analysis and review of potential acquisition
Properties.
The uses set forth above merely indicate the proposed use of offering
proceeds, and actual expenditures may vary substantially, depending on various
factors, some of which cannot now be predicted.
DILUTION
Investors in the Company Shares will experience immediate and
substantial dilution of their securities. Dilution is the difference between
the offering price and the net tangible book value per share of the Company's
Common Stock immediately after the offering. "Net tangible book value" is
determined by dividing the number of shares of Common Stock issued and
outstanding into the net tangible value of the Company (tangible assets less
liabilities).
The following table illustrates the dilution of an investor in a Company
Share as of the date hereof:
Public offering price per Company Share $ 1.00
Net tangible book value per
share before offering $ .0001
Net tangible book value per
share after $ .1056
Increase per share $ .1055
Dilution to investors per Company Share $ .8944
THE OFFERING
The offering consists of (i) 1,000,000 shares of Common Stock offered
by the Company at $1.00 per Company Share (ii) 500,000 Units for
distribution by the Selling Shareholder to its shareholders, each Unit
consisting of one share of Common Stock of the Company and warrants to purchase
two shares of Common Stock of the Company and (iii) 1,000,000 shares of
Common Stock underlying the Warrants contained in the Units.
The Company is a recently formed Delaware corporation, without
operations or revenues and with limited capital. The Company intends to
build, manage, develop and acquire real property but has not selected any such
property to date and the offering is deemed to be blind pool. SEE "THE
COMPANY."
It is currently anticipated that the initial offering price of the
Company Shares offered hereby will be $1.00 per Company Share. The offering
price of the Company Shares was determined arbitrarily by the Company and is
not necessarily related to asset or book value, net worth or any other
established criteria of value.
Upon effectiveness hereof, the Selling Securityholder intends to
distribute the Units to its shareholders without cost to such shareholders as a
stock dividend distribution. The Selling Securityholder will not receive any
proceeds from the distribution of the Units. Each Warrant contained in the
Units entitles the holder thereof to purchase one share of the Company's
common stock at a price equal to 75% of the average closing inside bid of the
Common Stock on the last business day prior to the exercise thereof for an
exercise period of two years commencing on the date of effectiveness of this
Registration Statement. If at the time of exercise of such Warrants, no trading
market has developed for the Common Stock and no trading prices are
therefore available, then the Warrants may be exercised at an exercise price of
$______ per Share. The Warrants are callable on thirty days notice by the
Company at a redemption price of $.0001 per Warrant, unless exercised by the
holder during the call period. The Warrants are immediately detachable from
the Units and will trade separately from the Common Stock. SEE
"DESCRIPTION OF SECURITIES."
The Company intends to apply for admission to the OTC Bulletin Board
for the Shares; however, there can be no assurance that the Shares will be so
listed. SEE "RISK FACTORS--Absence of Trading Market" and
"DESCRIPTION OF SECURITIES--Admission to Quotation on the Nasdaq
SmallCap Market or NASD OTC Bulletin Board"
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company is a newly organized development stage company, the
objective of which is to acquire, develop, manage and sell as-yet unspecified
real property. To date, the Company's efforts have been limited to
organizational activities.
The Company has issued 8,474,000 shares of Common Stock for an
aggregate purchase price of $1,000. Substantially all of the Company's
working capital needs subsequent to this offering will be attributable to the
identification, evaluation, selection and development of real estate projects.
The Company will use the Shares registered herein to purchase and invest in
real estate projects. The Company may also incur debt in the acquisition and
development of real property.
MANAGEMENT
Officers and Directors
The officers and directors of the Company are as follows:
Name Title
Bertha Huen President, Director
Alan Kwong Vice President, Secretary,
Treasurer, Director
All directors of the Company hold office until the next annual meeting
of shareholders or until their successors are elected and qualified. The
By-laws permit the Board of Directors to fill any vacancy and such director
may serve until the next annual meeting of shareholders or until a successor is
elected and qualified.
The principal occupation and business experience for each officer and
director of the Company for at least the last five years are as follows:
BERTHA HUEN, 50, serves as President and a director of the
Company. Ms. Huen received a Bachelor's degree in Business Administration
from Seattle University in 1972 and a Bachelor of Arts degree in Comparative
Literature from the University of Washington in 1974. Since 1972, Ms. Huen
has been engaged in business management and negotiations with numerous
international projects, primarily located in China. Ms. Huen serves as a
consultant in many international, especially Far East, projects and assists in
establishing international joint ventures and facilitates fund raising
transactions. In 1994, Ms. Huen established the purchasing of British Columbia
Ginseng for sale in China and by 1995 had orders aggregating US$2,000,000.
Since 1995, Ms. Huen has served as a consultant to a United States company
establishing a factory in China for the production of cellular phones and to
several companies in assisting in establishing sales channels in China for
health care products. Ms. Huen is Vice President of Kwong Fat Ivory
Manufacturer and travels extensively through the Far East, China, Africa and
elsewhere holding exhibitions and attending ivory trade fairs. Ms. Huen managed
the factory operations, budgets and five retail stores located in New York and
Hong Kong for Kwong Fat Ivory Manufacturing. From 1980, Ms. Huen assisted in
establishing and managing activities of Hip Cheung Corporation, a joint
venture with China manufacturing screws and cigarette lighters. Ms. Huen
arranged for financing and managed factory activities at four locations. Prior
to entering the business arena, Ms. Huen worked as a counselor in the
Bilingual Department of a Seattle public school integrating Asian students into
American society. Currently, Ms. Huen is the President of Africa
Development Co. where she manages and directs all the projects of the
company including budgeting, negotiating, capital raising, and locating
business opportunities.
ALAN KWONG, 37, serves as Vice President and a director of the
Company. Mr. Kwong received his elementary and high school education in
Hong Kong and obtained his Bachelor of Arts degree from the State University
of New York in 1985 and his Masters of Arts degree in computer graphics
from the New York Institute of Technology in 1987. From 1987 to 1994, Mr.
Kwong was the President of Pacific Star International Inc., a Seattle,
Washington company engaged in project research and development in China.
While President of Pacific Star, the company handled contract negotiations for
various projects in China including the "Royal Plaza" aggregating
US$125,000,000, a motorcycle factory in Shanghai, an automobile factory in
Shenzhen, and various import and export transactions. From 1995 to the
present, Mr. Kwong has been President of Global Pacific International, Inc., a
Vancouver, British Columbia company engaged in real estate development in
the Far East and elsewhere.
REMUNERATION
No compensation has been paid to date by the Company to any of its
officers. Directors and officers of the Company may receive compensation as
determined by the Company from time to time by vote of the Board of
Directors. Such compensation might be in the form of stock options.
Following commencement of Property operations, the Company expects to pay
salaries to its officers, as may be determined by the Board of Directors.
Directors may be reimbursed by the Company for expenses incurred in
attending meetings of the Board of Directors.
PAYMENT OF FEES TO OFFICERS, DIRECTORS, ADVISORS AND
AFFILIATES
Under certain circumstances, the Company may pay fees to individuals
or entities who are officers, directors, advisors or affiliates of the Company.
The Company does not have any current intention of paying such fees. In the
event, however, that an unsalaried affiliate arranged financing, or identified a
subsequently acquired Property, in an arms length transaction that ordinarily
would generate a "finders" fee, such a fee, calculated in a reasonable and
customary manner, might be paid. In general, an "affiliate", as defined under
federal securities law, is any person directly or indirectly controlling,
controlled by, or under common control with, such other person, including any
officer, director, partner or employee of such other person.
No such payments have been made to date by the Company to any of
its officers or directors. Officers and directors may receive compensation as
determined by the Company from time to time by vote of the Board of
Directors. All directors may be reimbursed for expenses incurred in attending
meetings of the Board of Directors.
TIME DEVOTED TO COMPANY OPERATIONS
Ms. Huen, President of the Company, anticipates devoting most of her
working time to the affairs of the Company. In addition to the business of the
Company, Mr. Alan Kwong, Vice President, Treasurer and Secretary of the
Company, is involved in other business ventures. Mr. Kwong anticipates
devoting as much time as possible to the affairs of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS WITH
OFFICERS, DIRECTORS AND PROMOTERS
The two officers of the Company are also the two directors of the
Company. There is no relationship between the two officers and directors of
the Company. The officers of the Company have acted for the Company in its
formation and have contributed initial funds for its formation. These funds
were contributed without expectation of repayment. There are no promoters or
others who have acted for the Company or who expect or are entitled to
receive any remuneration or other items of value from the Company.
EMPLOYMENT AGREEMENTS
The Company has not entered into employment agreements with any of
its officers or employees. All key employees serve in their positions until
further action of the President of the Company or the Board of Directors.
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS
The Articles and Bylaws of the Company provide that the Company
shall, to the fullest extent permitted by applicable law, as amended from time
to time, indemnify all directors of the Company, as well as any officers or
employees of the Company to whom the Company has agreed to grant
indemnification.
Section 145 of the Delaware General Corporation Law ("DGCL")
empowers a corporation to indemnify its directors and officers and to purchase
insurance with respect to liability arising out of their capacity or status as
directors and officers provided that this provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) arising under Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an improper personal
benefit.
The Delaware General Corporation Law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any
other rights to which the directors and officers may be entitled under the
corporation's by-laws, any agreement, vote of shareholders or otherwise.
The effect of the foregoing is to require the Company to indemnify the
officers and directors of the Company for any claim arising against such
persons in their official capacities if such person acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED
TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE
COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE
OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT
SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS
EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the Effective
Date of this Prospectus regarding the beneficial ownership of the Company's
Common Stock by each officer and director of the Company and by each
person who owns in excess of five percent of the Company's Common Stock.
Shares of Percentage of Shares
Common Stock of Class
Name, Position and Address Beneficially Prior to After
Owned Offering(1) Offering(2)
Bertha Huen, Director
President 5,980,500 70.6% 63.12%
6839 Southeast Cougar
Mountain Highway
Bellevue, Washington 98006
Allen Kwong, Director,
Secretary 1,993,500 23.5% 21.04%
Treasurer
6839 Southeast Cougar
Mountain Highway
Bellevue, Washington 98006
Thornbury Capital
Corporation 500,000 5.9% 0%
1504 R Street, NW
Washington, DC 20009
All Officers, Directors 7,974,000 94.1% 84.17%
and Shareholders as a Group
(2 Persons)
(1) Based upon 8,474,000 shares issued and outstanding.
(2) Based upon 9,474,000 shares issued and outstanding; assumes that none
of the Warrants are exercised.
CONCURRENT DISTRIBUTION BY SELLING SECURITYHOLDER
The Registration Statement of which this Prospectus is a part also
relates to the distribution of 500,000 Units by Thornbury Capital, the Selling
Securityholder. Each Unit consists of one share of Common Stock and
warrants to purchase two shares of Common Stock. All of such securities are
expected to become tradeable and/or exercisable on or about the date of this
Prospectus.
The distribution of the securities by the Selling Securityholder and
the possible resale thereof, or even the potential of such sales, would likely h
ave an adverse effect on the market price of the Company Shares being offered
for sale by the Company. The freely tradeable Shares of the Common Stock (the
"public float") upon effectiveness of the Registration Statement of which this
Prospectus is a part and upon consummation of the transactions contemplated
herein (other than exercise of the Warrants) will be 1,500,000 shares of
Common Stock, of which 500,000 are to be distributed by the Selling
Securityholder to its shareholder without remuneration. In addition, if the
Warrants are exercised, there will then be freely tradeable an additional
1,000,000 shares of Common Stock.
SELLING SECURITYHOLDER
Thornbury Capital Corporation, the Selling Securityholder, intends to
distribute the Units to its shareholders upon effectiveness hereof as a stock
dividend distribution without cost to such shareholders. Thornbury Capital
will not receive any remuneration or other consideration for such stock
dividend. As of the date hereof, the Board of Directors of Thornbury Capital
have not set a date for the dividend distribution and the number of
shareholders to receive the Units is not yet determined. The 500,000 Units
will be distributed amongst all the shareholders at the time such dividend
distribution is declared by the Board of Thornbury.
The Company is bearing all expenses in connection with the registration
of the securities offered by this Prospectus. The sole director and principal
shareholder of Thornbury Capital is Pierce Mill Associates, Inc., a Delaware
company owned and controlled by James M. Cassidy, a principal of the law
firm which prepared the Registration Statement of which this prospectus is a
part. Thornbury Capital is not affiliated with the Company and has had no
relationship with the Company or any affiliate for the past three years other
than as disclosed herein.
DESCRIPTION OF SECURITIES
AUTHORIZED CAPITAL
The total number of authorized shares of stock of the Company is one
hundred million (100,000,000) shares of Common Stock having a par value of
$.0001 per share and twenty million (20,000,000) shares of non-designated
preferred shares.
INCORPORATION
The Company was incorporated in the state of Delaware on August 8,
1997. The Company's certificate of incorporation, by-laws and corporate
governance, including matters involving the issuance, redemption and
conversion of securities, are subject to the provisions of the Delaware General
Corporation Law, as amended and interpreted from time to time.
COMMON STOCK
The Company's Articles of Incorporation authorize the issuance of
100,000,000 shares of Common Stock, $.0001 value per share, of which
8,474,000 shares were outstanding prior to the commencement of the offering
of its securities.
Holders of shares of Common Stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of Common
Stock do not have cumulative voting rights. Holders of Common Stock are
entitled to share ratably in dividends, if any, as may be declared from time to
time by the Board of Directors in its discretion from funds legally available
therefor. In the event of a liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to share pro rata all
assets remaining after payment in full of all liabilities. All of the
outstanding shares of Common Stock are, and the shares of Common Stock offered
by the Company pursuant to this offering will be, when issued and delivered,
fully paid and non-assessable.
Holders of Common Stock have no preemptive rights to purchase the
Company's Common Stock. There are no conversion or redemption rights or
sinking fund provisions with respect to the Common Stock.
All outstanding shares of Common Stock are validly issued, fully paid
and nonassessable, and all Shares to be sold and issued as contemplated hereby
will be fully paid and nonassessable when sold in accordance with the terms
hereof and pursuant to a valid and current prospectus. The Board of Directors
is authorized to issue additional shares, on such terms and conditions and for
such consideration as the Board may deem appropriate without further
stockholder action.
PREFERRED STOCK
The Company's Articles of Incorporation authorize the issuance of
20,000,000 shares of Preferred Stock, $.0001 par value per share, of which no
shares were issued prior to the offer of the Shares herein. The Board of
Directors is authorized to provide for the issuance of shares of Preferred Stock
in series and, by filing a certificate pursuant to the applicable law of the
State of Delaware, to establish from time to time the number of shares to be
included in each such series, and to fix the designation, powers, preferences
and rights of the shares of each such series and the qualifications, limitations
or restrictions thereof without any further vote or action by the shareholders.
Any shares of Preferred Stock so issued would have priority over the Common
Stock with respect to dividend or liquidation rights. Any future issuance of
Preferred Stock may have the effect of delaying, deferring or preventing a
change in control of the Company without further action by the shareholders
and may adversely affect the voting and other rights of the holders of Common
Stock. At present, the Company has no plans to issue any Preferred Stock nor
adopt any series, preferences or other classification of Preferred Stock.
ADDITIONAL INFORMATION DESCRIBING STOCK
The above descriptions concerning the Common Stock of the Company
do not purport to be complete. Reference is made to the Company's
Certificate of Incorporation and By-Laws which are included in the
Registration Statement of which this Prospectus is a part and which are
available for inspection at the Company's offices. Reference is also made to
the applicable statutes of the State of Delaware for a more complete description
concerning rights and liabilities of shareholders.
ADMISSION TO QUOTATION ON NASDAQ SMALLCAP MARKET OR
NASD OTC BULLETIN BOARD
To qualify for admission to quotation on the Nasdaq SmallCap Market,
an equity security must, in relevant summary, (1) be registered under the
Securities Exchange Act of 1934; (2) have at least three registered and active
market makers, one of which may be a market maker entering a stabilizing
bid; (3) for initial inclusion, be issued by a company with $4,000,000 in net
tangible assets, or $50,000,0000 in market capitalization, or $750,000 in net
income in two of the last three years (if operating history is less than one
year than market capitalization must be at least $50,000,000); (4) have at a
public float of at least 1,000,000 shares with a value of at least $5,000,000;
(5) have minimum a bid price of $4.00 per share; and (6) have at least 300
beneficial shareholders.
If a company's securities do not qualify for admission to quotation on
the Nasdaq SmallCap Market they will trade over-the-counter until such future
time, if any, at which the securities qualify for admission to quotation on the
Nasdaq Stock Market and the Company then applies.
The Company intends to apply for listing of the Shares on the OTC
Bulletin Board, but there can be no assurance that the Company will be able to
obtain such listing. The over-the-counter market differs from national and
regional stock exchanges in that it (1) is not cited in a single location but
operates through communication of bids, offers and confirmations between
broker-dealers and (2) securities admitted to quotation are offered by one or
more broker-dealers rather than the "specialist" common to stock exchanges.
To qualify for listing on the OTC Bulletin Board, an equity security must have
one registered broker-dealer, known as the market maker, willing to list bid or
sale quotations and to sponsor such a Company listing.
TRADING OF SHARES
Other than the Warrants being distributed by the Selling Security-
holder as part of the Units, there are no outstanding options, warrants to
purchase, or securities convertible into, the shares of the Company. The
Company has not agreed with any shareholders, to register their shares for sale,
other than for this registration. The Company does not have any other public
offerings in process or proposed.
TRANSFER AGENT AND REGISTRAR
The Company will initially be the registrar and transfer agent for the
Shares.
REPORTS TO SHAREHOLDERS
The Company will furnish to holders of the Shares annual reports
containing audited financial statements examined and reported upon, and with
an opinion expressed by, an independent certified public accountant. The
Company may issue other unaudited interim reports to its shareholders as it
deems appropriate.
PLAN OF DISTRIBUTION
The Company is offering 1,000,000 Shares at an offering price of
$1.00 per Share. Company may, without liability, accept or reject
subscriptions, in whole or in part.
The Company will attempt to locate an underwriter for the sale of its
securities. As of the date hereof, the Company has not located any such
underwriter and there can be no assurance that the Company will be able to
locate an underwriter to sell its securities. In such event, the Company Shares
will be offered on a "best efforts" basis through the Company's officers and
directors. No sales commission will be paid to any officer or director of the
Company. The Company will reimburse its officers and directors for expenses
incurred in connection with the offer and sale of the Shares. In order to
comply with the applicable securities laws, if any, of certain states, the
Company Shares will be offered or sold in such states through registered or
licensed brokers or dealers in those states.
The securities offered hereby involve certain investment risks. SEE
"RISK FACTORS".
The Company will receive the proceeds from the sale of the Company
Shares and from the proceeds of the exercise of the Warrants, if any such
Warrants are exercised. The Company will not receive any proceeds from the
distribution of the Unit Shares or Warrants by the Selling Securityholder
pursuant to this Prospectus.
Under applicable rules and regulations promulgated under the Exchange
Act, any person engaged in a distribution of securities may not simultaneously
bid for or purchase securities of the same class for a period of two business
days prior to the commencement of such distribution. In addition and without
limiting the foregoing, the Selling Securityholder will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder, in
connection with transactions in the Units during the effectiveness of the
Registration Statement of which this Prospectus is a part.
The Company will pay all of the expenses incident to the registration
of the Shares (including registration pursuant to the securities laws of certain
states) other than commissions, expenses, reimbursements and discounts of
underwriters, dealers or agents, if any.
LEGAL MATTERS
LEGAL PROCEEDINGS
The Company is not a party to any litigation and Management has no
knowledge of any threatened or pending litigation against the Company.
LEGAL OPINION
Cassidy & Associates, Washington, D.C. has given its opinion as
attorneys-at-law that the Company Shares, when sold pursuant to the terms
hereof and pursuant to a valid and current prospectus in which those shares are
registered, will be fully paid and non-assessable. Investors should obtain the
advice of their counsel as to the advisability of an investment in the Company
Shares.
EXPERTS
The financial statements in this Prospectus have been included in
reliance upon the report of John P. MacLean, Certified Public Accountants,
and upon the authority of such firm as expert in accounting and auditing.
<PAGE>
INDEX TO FINANCIAL STATEMENTS
CENTURY INVESTMENTS INTERNATIONAL INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
with
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Report of Independent Certified Public Accountants F-2
Financial Statements:
Assets F-3
Stockholders' Equity F-3
<PAGE>
JOHN P. MACLEAN
CERTIFIED PUBLIC ACCOUNTANT
15701 Alameda Drive
Bowie, Maryland 20716
301/249-4900
FAX 301/249-9296
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Century Investments International Inc.
I have audited the accompanying Balance Sheet of Century Investments
International, Inc. as of August 19, 1997. This financial statement is the
responsibility of the Corporation's management. My responsibility is to
express an opinion on this financial statement based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statement referred to above presents
fairly,in all materials respects, the financial position of Century Investments
International Inc. as of August 19, 1997, in conformity with generally accepted
accounting principles.
/s/ John P. MacLean, CPA, CFP
August 19, 1997
<PAGE>
CENTURY INVESTMENTS INTERNATIONAL INC.
Balance Sheet
August 19, 1997
ASSETS
Cash $ 1,000
Total assets $1,000
Shareholder Equity
Common Stock (8,474,000 shares
$.0001 par value) 847
Additional Paid-In Capital 153
Total Equity $1,000
See Auditor's Report
<PAGE>
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and, if given or made, such information or representations may
not be relied on as having been authorized by the Company or by any of the
Underwriters. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create an implication that there has
been no change in the affairs of the Company since the date hereof. This
Prospectus does not constitute an offer to sell, or solicitation of any offer to
buy, by any person in any jurisdiction in which it is unlawful for any such
person to make such offer or solicitation. Neither the delivery of this
Prospectus nor any offer, solicitation or sale made hereunder, shall under any
circumstances create any implication that the information herein is correct as
of any time subsequent to the date of the Prospectus.
------------------------
TABLE OF CONTENTS
Page
Prospectus Summary
The Company
Risk Factors
Business
Use of Proceeds
Dilution
The Offering
Management's Discussion and Analysis of
Financial Condition and Results of
Operations
Management
Security Ownership of Certain Beneficial
Owners and Management
Concurrent Distribution by Selling Securityholder
Selling Securityholder
Description of Securities
Plan of Distribution
Legal Matters
Experts
Index to Financial Statements
Until 90 days after the release of the registered securities from the
Escrow Account, all dealers effecting transactions in the registered securities,
whether or not participating in this distribution, may be required to deliver a
prospectus. This is in addition to the obligations of dealers to deliver a
Prospectus when Acting as underwriters and with respect to their unsold
allotments or subscriptions.<PAGE>
CENTURY INVESTMENTS
INTERNATIONAL INC.
1,000,000 Shares of Common Stock;
500,000 Units to be Distributed
by the Holder Thereof;
500,000 Shares of Common Stock contained
in the Units; 1,000,000 Common Stock
Warrants Contained in the Units;
and 1,000,000 Shares of Common Stock
underlying the Warrants Contained in the Units
-----------
PROSPECTUS
------------
November____, 1997
======================
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses in connection with this
Registration Statement. All of such expenses are estimates, other than the
filing fees payable to the Securities and Exchange Commission.
Filing Fee - Securities and Exchange Commission $ (1)
Fees and Expenses of Accountants 500
Fees and Expenses of Counsel (1)
Blue Sky Fees and Expenses 1,000
Printing and Engraving Expenses 500
Miscellaneous Expenses 500
Total $ 2,500(2)
(1) Contributed by Management.
(2) These expenses have been or will be paid by certain officers and
directors of the Company.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated in Delaware. Under Section 145 of the
General Corporation Law of the State of Delaware, a Delaware corporation
has the power, under specified circumstances, to indemnify its directors,
officers, employees and agents in connection with actions, suits or proceedings
brought against them by a third party or in the right of the corporation, by
reason of the fact that they were or are such directors, officers, employees or
agents, against expenses incurred in any action, suit or proceeding. The
Certificate of Incorporation and the By-laws of the Company provide for
indemnification of directors and officers to the fullest extent permitted by the
General Corporation Law of the State of Delaware.
The General Corporation Law of the State of Delaware provides that a
certificate of incorporation may contain a provision eliminating the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on, capital stock) of
the General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal benefit.
The Company's Certificate of Incorporation contains such a provision.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
As listed below, the Company issued shares of its Common Stock par
value $.0001 per share to the following individuals or entities for the
consideration as listed in cash. If any of these sales were made within the
United States or to United States citizens or residents, such sales were made in
reliance upon the exemption from registration provided by Rule 504 of
Regulation D of the Securities Act of 1933, as amended.
Date Shareholder Number of Shares Consideration
8/17/97 Thornbury Capital Corporation 500,000 $50.00
8/17/97 Alan Kwong 1,993,500 199.35
Bertha Huen 5,980,500 598.05
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
3.1** Restated Certificate of Incorporation of Century Investments
International Inc.
3.2 By-Laws of the Company
4.1* Form of Common Stock Certificate
5.1* Opinion of Cassidy & Associates
24.1 Consent of Accountant
24.2* Consent of Cassidy & Associates (included in Exhibit 5)
27* Financial Data Schedule
- ---------------
** Filed herewith
* To be filed by Amendment.
(b) The following financial statement schedules are included in
this Registration Statement.
None.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission is that such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(c) The undersigned registrant hereby undertakes that:
(i) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(ii) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Century Investments International Inc. certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing and has duly caused
this Amendment #1 to the Registration Statement on Form S-1 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Seattle, Washington on the 18th day of November, 1997.
CENTURY INVESTMENTS INTERNATIONAL INC.
By: /s/ Bertha Huen
Bertha Huen
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ Bertha Huen Director, President 11/18/97
Bertha Huen
/s/ Alan Kwong Director, Secretary, Treasurer 8/29/97
RESTATED CERTIFICATE OF INCORPORATION
of
CENTURY INVESTMENTS INTERNATIONAL INC.
ARTICLE ONE
Name
The name of the Corporation is Century Investments International Inc.
This Restated Certificate of Incorporation has been duly adopted in
accordance with Section 245 of the Delaware General Corporation Code and
restates and integrates provisions of the Corporation's Certificate of
Incorporation and does not further amend any such provisions.
ARTICLE TWO
Duration
The Corporation shall have perpetual existence.
ARTICLE THREE
Purpose
The purpose for which this Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
ARTICLE FOUR
Shares
The total number of shares of stock which the Corporation shall have
authority to issue is 120,000,000 shares, consisting of 100,000,000 shares of
Common Stock having a par value of $.0001 per share and 20,000,000 shares
of Preferred Stock having a par value of $.0001 per share.
The Board of Directors is authorized to provide for the issuance of the
shares of Preferred Stock in series and, by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.
The authority of the Board of Directors with respect to each series of
Preferred Stock shall include, but not be limited to, determination of the
following:
A. The number of shares constituting that series and the distinctive
designation of that series;
B. The dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on share of that series;
C. Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;
D. Whether that series shall have conversion privileges, and, if so, the
terms and conditions of such conversion, including provision for adjustment of
the conversion rate in such events as the Board of Directors shall determine;
E. Whether or not the shares of that series shall be redeemable, and, if
so, the terms and conditions of such redemption, including the date or dates
upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
F. Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;
G. The rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, and the
relative rights of priority, if any, of payment of shares of that series; and
H. Any other relative rights, preferences and limitations of that series.
ARTICLE FIVE
Commencement of Business
The Corporation is authorized to commence business as soon as its
certificate of incorporation has been filed.
<PAGE>
ARTICLE SIX
Principal Office and Registered Agent
The post office address of the initial registered office of the
Corporation and the name of its initial registered agent and its business
address is
The Prentice-Hall Corporation System, Inc.
1013 Centre Road
Wilmington, Delaware 19805 (County of New Castle)
The initial registered agent is a resident of the State of Delaware.
ARTICLE SEVEN
Incorporator
James M. Cassidy, 1504 R Street, N.W., Washington, D.C. 20009.
ARTICLE EIGHT
Pre-Emptive Rights
No Shareholder or other person shall have any pre-emptive rights
whatsoever.
ARTICLE NINE
By-Laws
The initial by-laws shall be adopted by the Shareholders or the Board of
Directors. The power to alter, amend, or repeal the by-laws or adopt new by-
laws is vested in the Board of Directors, subject to repeal or change by action
of the Shareholders.
ARTICLE TEN
Number of Votes
Each share of Common Stock has one vote on each matter on which the
share is entitled to vote.
ARTICLE ELEVEN
Majority Votes
A majority vote of a quorum of Shareholders (consisting of the holders
of a majority of the shares entitled to vote, represented in person or by proxy)
is sufficient for any action which requires the vote or concurrence of
Shareholders, unless otherwise required or permitted by law or the by-laws of
the Corporation.
ARTICLE TWELVE
Non-Cumulative Voting
Directors shall be elected by majority vote. Cumulative voting shall
not be permitted.
ARTICLE THIRTEEN
Interested Directors, Officers and Securityholders
A. Validity. If Paragraph (B) is satisfied, no contract or other
transaction between the Corporation and any of its directors, officers or
securityholders, or any corporation or firm in which any of them are directly
or indirectly interested, shall be invalid solely because of this relationship
or because of the presence of the director, officer or securityholder at the
meeting of the Board of Directors or committee authorizing the contract or
transaction, or his participation or vote in the meeting or authorization.
B. Disclosure, Approval, Fairness. Paragraph (A) shall apply only if:
(1) The material facts of the relationship or interest of each such
director, officer or securityholder are known or disclosed:
(a) to the Board of Directors or the committee and it nevertheless
authorizes or ratifies the contract or transaction by a majority of the
directors present, each such interested director to be counted in determining
whether a quorum is present but not in calculating the majority necessary to
carry the vote; or
(b) to the Shareholders and they nevertheless authorize or ratify the
contract or transaction by a majority of the shares present, each such
interested person to be counted for quorum and voting purposes; or
(2) the contract or transaction is fair to the Corporation as of the time
it is authorized or ratified by the Board of Directors, the committee or the
Shareholders.
ARTICLE FOURTEEN
Indemnification and Insurance
A. Persons. The Corporation shall indemnify, to the extent provided
in Paragraphs (B), (D) or (F) and to the extent permitted from time to time by
law:
(1) any person who is or was director, officer, agent or employee of
the Corporation, and
(2) any person who serves or served at the Corporation's request as a
director, officer, agent, employee, partner or trustee of another corporation or
of a partnership, joint venture, trust or other enterprise.
B. Extent--Derivative Suits. In case of a suit by or in the right of the
Corporation against a person named in Paragraph (A) by reason of his holding
a position named in Paragraph (A), the Corporation shall indemnify him, if he
satisfies the standard in Paragraph (C), for expenses (including attorney's fees
but excluding amounts paid in settlement) actually and reasonably incurred by
him in connection with the defense or settlement of the suit.
C. Standard--Derivative Suits. In case of a suit by or in the right of
the Corporation, a person named in Paragraph (A) shall be indemnified only
if:
(1) he is successful on the merits or otherwise, or
(2) he acted in good faith in the transaction which is the subject of the
suit, and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Corporation. However, he shall not be indemnified in
respect of any claim, issue or matter as to which he has been adjudged liable
for negligence or misconduct in the performance of his duty to the Corporation
unless (and only to the extent that) the court in which the suit was brought
shall determine, upon application, that despite the adjudication but in view of
all the circumstances, he is fairly and reasonably entitled to indemnity for
such expenses as the court shall deem proper.
D. Extent--Nonderivative Suits. In case of a suit, action or proceeding
(whether civil, criminal, administrative or investigative), other than a suit by
or in the right of the Corporation against a person named in Paragraph (A) by
reason of his holding a position named in Paragraph (A), the Corporation shall
indemnify him, if he satisfies the standard in Paragraph (E), for amounts
actually and reasonably incurred by him in connection with the defense or
settlement of the suit as
(1) expenses (including attorneys' fees),
(2) amounts paid in settlement
(3) judgments, and
(4) fines.
E. Standard--Nonderivative Suits. In case of a nonderivative suit, a
person named in Paragraph (A) shall be indemnified only if:
(1) he is successful on the merits or otherwise, or
(2) he acted in good faith in the transaction which is the subject of the
nonderivative suit, and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation and , with respect to any
criminal action or proceeding, he had no reason to believe his conduct was
unlawful. The termination of a nonderivative suit by judgement, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person failed to satisfy
this Paragraph (E) (2).
F. Determination That Standard Has Been Met. A determination that
the standard of Paragraph c or (E) has been satisfied may be made by a court
of law or equity or the determination may be made by:
(1) a majority of the directors of the Corporation (whether or not a
quorum) who were not parties to the action, suit or proceeding, or
(2) independent legal counsel (appointed by a majority of the directors
of the Corporation, whether or not a quorum, or elected by the Shareholders
of the Corporation) in a written opinion, or
(3) the Shareholders of the Corporation.
G. Proration. Anyone making a determination under Paragraph (F)
may determine that a person has met the standard as to some matters but not as
to others, and may reasonably prorate amounts to be indemnified.
H. Advance Payment. The Corporation may pay in advance any
expenses (including attorney's fees) which may become subject to
indemnification under paragraphs (A) - (G) if:
(1) the Board of Directors authorizes the specific payment and
(2) the person receiving the payment undertakes in writing to repay
unless it is ultimately determined that he is entitled to indemnification by the
Corporation under Paragraphs (A) - (G).
I. Nonexclusive. The indemnification provided by Paragraphs (A) -
(G) shall not be exclusive of any other rights to which a person may be
entitled by law or by by-law, agreement, vote of Shareholders or disinterested
directors, or otherwise.
J. Continuation. The indemnification and advance payment provided
by Paragraphs (A) - (H) shall continue as to a person who has ceased to hold a
position named in paragraph (A) and shall inure to his heirs, executors and
administrators.
K. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who holds or who has held any position named in
Paragraph (A) against any liability incurred by him in any such positions or
arising out of this status as such, whether or not the Corporation would have
power to indemnify him against such liability under Paragraphs (A) - (H).
L. Reports. Indemnification payments, advance payments, and
insurance purchases and payments made under Paragraphs (A) - (K) shall be
reported in writing to the Shareholders of the Corporation with the next notice
of annual meeting, or within six months, whichever is sooner.
M. Amendment of Article. Any changes in the General Corporation
Law of Delaware increasing, decreasing, amending, changing or otherwise
effecting the indemnification of directors, officers, agents, or employees of
the Corporation shall be incorporated by reference in this Article as of the
date of such changes without further action by the Corporation, its Board of
Directors, of Shareholders, it being the intention of this Article that
directors, officers, agents and employees of the Corporation shall be
indemnified to the maximum degree allowed by the General Corporation Law of
the State of Delaware at all times.
ARTICLE FIFTEEN
Limitation On Director Liability
A. Scope of Limitation. No person, by virtue of being or having been
a director of the Corporation, shall have any personal liability for monetary
damages to the Corporation or any of its Shareholders for any breach of
fiduciary duty except as to the extent provided in Paragraph (B).
B. Extent of Limitation. The limitation provided for in this Article
shall not eliminate or limit the liability of a director to the Corporation or
its Shareholders (I) for any breach of the director's duty of loyalty to the
Corporation or its Shareholders (ii) for any acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law (iii) for
any unlawful payment of dividends or unlawful stock purchases or redemptions
in violation of Section 174 of the General Corporation Law of Delaware or (iv)
for any transaction for which the director derived an improper personal
benefit.
IN WITNESS WHEREOF, the incorporator hereunto has executed this
restated certificate of incorporation on this 29th day of September, 1997.
___________________________________
James M. Cassidy, Incorporator
